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GIB.A (TSX)
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MONTRÉAL, Feb. 23,
2024 /PRNewswire/ - CGI (TSX: GIB.A) (NYSE: GIB)
announced today that it intends to enter into a private agreement
with Mr. Serge Godin, Founder and
Executive Chairman of the Board of CGI, for the purchase for
cancellation of 1,674,930 Class A subordinate voting shares ("Class
A Shares") indirectly held by him at a price of $149.26 per Class A Share, for a total
consideration of $250 million. The
price represents a discount of 3 percent (3%) to the closing price
of the Class A Shares on the Toronto Stock Exchange ("TSX") on
February 22, 2024. CGI will fund the
repurchase from cash on hand.
A Special Committee of CGI's Board of Directors, composed
exclusively of independent directors, was established in connection
with the share repurchase. After consultation with its external
legal advisor Norton Rose Fulbright Canada LLP and financial
advisor National Bank Financial Inc. and the receipt of an opinion
regarding the reasonableness of the terms of the transaction from
National Bank Financial Inc., the Special Committee unanimously
determined that the share repurchase was in the best interest of
the Company and recommended that the Board of Directors approve the
transaction. Following the recommendation of the Special
Committee, the share repurchase was also unanimously approved by
the Board of Directors. All non-independent directors, including
Mr. Serge Godin, refrained from
participating in the Board of Directors' deliberations and from
voting on matters relating to the transaction. A favourable
decision was obtained from the Autorité des marchés financiers
(Quebec securities regulator) to
exempt CGI from the issuer bid requirements under applicable
securities legislation.
Michael B. Pedersen, Chair of the
Board of Directors' Special Committee, noted that: "This strategic
transaction presented a good opportunity to repurchase shares at a
discount and offers immediate value to our shareholders."
The transaction is entered into by Mr. Godin for estate planning
purposes.
After completion of the transaction, there will be 206,130,115
Class A Shares and 25,179,340 Class B shares (multiple voting) of
CGI issued and outstanding. Mr. Godin will continue to beneficially
own, directly or indirectly, or exercise control or direction over
53.0% of the total voting rights and 10.5% of the CGI issued and
outstanding shares compared with 54.3% and 11.1% respectively prior
to the transaction.
The share repurchase, which is expected to be entered into later
today, will be made under CGI's normal course issuer bid
("NCIB") commenced on February 6,
2024. Under the NCIB, CGI is authorized to repurchase up to
20,457,737 Class A Shares until the earlier of February 5, 2025 or the date on which CGI will
either have acquired the maximum number of Class A Shares allowable
under the NCIB or otherwise decided not to make any further
purchases for cancellation under it. The NCIB allows for purchases
outside the facilities of the TSX by private agreements pursuant to
exemption orders issued by securities regulators. As at
February 22, 2024, CGI had not
repurchased any Class A Shares under its current NCIB.
Information regarding the share repurchase, including the number
of Class A Shares purchased for cancellation and aggregate price
paid, will be available on the SEDAR+ website
at www.sedarplus.ca following the completion thereof. CGI
will not issue any additional press release in respect of this
share repurchase.
About CGI
Founded in 1976, CGI is among the largest
independent IT and business consulting services firms in the world.
With 90,500 consultants and professionals across the globe, CGI
delivers an end-to-end portfolio of capabilities, from strategic IT
and business consulting to systems integration, managed IT and
business process services and intellectual property solutions. CGI
works with clients through a local relationship model complemented
by a global delivery network that helps clients digitally transform
their organizations and accelerate results. CGI Fiscal 2023
reported revenue is $14.30 billion
and CGI shares are listed on the TSX (GIB.A) and the NYSE (GIB).
Learn more at cgi.com.
Forward-looking information and statements
This press
release contains "forward-looking information" within the meaning
of Canadian securities laws and "forward-looking statements" within
the meaning of the United States Private Securities Litigation
Reform Act of 1995 and other applicable United States safe harbours. All such
forward-looking information and statements are made and disclosed
in reliance upon the safe harbour provisions of applicable Canadian
and United States securities laws.
Forward-looking information and statements include all information
and statements regarding CGI's intentions, plans, expectations,
beliefs, objectives, future performance, and strategy, as well as
any other information or statements that relate to future events or
circumstances and which do not directly and exclusively relate to
historical facts. Forward-looking information and statements often
but not always use words such as "believe", "estimate", "expect",
"intend", "anticipate", "foresee", "plan", "predict", "project",
"aim", "seek", "strive", "potential", "continue", "target", "may",
"might", "could", "should", and similar expressions and variations
thereof. These information and statements are based on our
perception of historic trends, current conditions and expected
future developments, as well as other assumptions, both general and
specific, that we believe are appropriate in the circumstances.
Such information and statements are, however, by their very nature,
subject to inherent risks and uncertainties, of which many are
beyond the control of CGI, and which give rise to the possibility
that actual results could differ materially from our expectations
expressed in, or implied by, such forward-looking information or
forward-looking statements. These risks and uncertainties include
but are not restricted to: risks related to the market such as the
level of business activity of our clients, which is affected by
economic and political conditions, additional external risks (such
as pandemics, armed conflict, climate-related issues and inflation)
and our ability to negotiate new contracts; risks related to our
industry such as competition and our ability to develop and expand
our services, to penetrate new markets, and to protect our
intellectual property rights; risks related to our business such as
risks associated with our growth strategy, including the
integration of new operations, financial and operational risks
inherent in worldwide operations, foreign exchange risks, income
tax laws and other tax programs, the termination, modification,
delay or suspension of our contractual agreements, our expectations
regarding future revenue resulting from bookings and backlog, our
ability to attract and retain qualified employees, to negotiate
favourable contractual terms, to deliver our services and to
collect receivables, to disclose, manage and implement
environmental, social and governance (ESG) initiatives and
standards, and to achieve ESG commitments and targets, including
without limitation, our commitment to net-zero carbon emissions by
2030, as well as the reputational and financial risks attendant to
cybersecurity breaches and other incidents, and financial risks
such as liquidity needs and requirements, maintenance of financial
ratios, interest rate fluctuations and the discontinuation of major
interest rate benchmarks and changes in creditworthiness and credit
ratings; as well as other risks identified or incorporated by
reference in this press release, in CGI's annual and quarterly
MD&A and in other documents that we make public, including our
filings with the Canadian Securities Administrators (on SEDAR+ at
www.sedarplus.ca) and the U.S. Securities and Exchange Commission
(on EDGAR at www.sec.gov). Unless otherwise stated, the
forward-looking information and statements contained in this press
release are made as of the date hereof and CGI disclaims any
intention or obligation to publicly update or revise any
forward-looking information or forward-looking statements, whether
as a result of new information, future events or otherwise, except
as required by applicable law. While we believe that our
assumptions on which these forward-looking information and
forward-looking statements are based were reasonable as at the date
of this press release, readers are cautioned not to place undue
reliance on these forward-looking information or statements.
Furthermore, readers are reminded that forward-looking information
and statements are presented for the sole purpose of assisting
investors and others in understanding our objectives, strategic
priorities and business outlook as well as our anticipated
operating environment. Readers are cautioned that such information
may not be appropriate for other purposes. Further information on
the risks that could cause our actual results to differ
significantly from our current expectations may be found in the
section titled Risk Environment of CGI's annual and
quarterly MD&A, which is incorporated by reference in this
cautionary statement. We also caution readers that the
above-mentioned risks and the risks disclosed in CGI's annual and
quarterly MD&A and other documents and filings are not the only
ones that could affect us. Additional risks and uncertainties not
currently known to us or that we currently deem to be immaterial
could also have a material adverse effect on our financial
position, financial performance, cash flows, business or
reputation.
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SOURCE CGI Inc.